exv10w51






Exhibit 10.51



Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




SENIOR ADVISOR SERVICES AGREEMENT



This Senior Advisor Services Agreement (the “Agreement”) is entered into this 5th day of May 2008
(the “Effective Date”) by and between Mark Foster (“Senior Advisor”), having a residence at
[* * *], and NeuStar, Inc. (“NeuStar”), a Delaware company having a place of business at 46000
Center Oak Plaza, Sterling, VA 20166 (each a “Party” and collectively the “Parties”).




1. SCOPE OF SERVICES



Acting as an independent senior advisor, and not as an employee of NeuStar, Senior Advisor shall
provide NeuStar the consulting services (the “Services”) set forth in one or more consecutively
numbered statements of work, the first of which is attached hereto as Attachment A, each of
which shall be subject to the terms and conditions of this Agreement and shall be deemed
incorporated herein by reference upon mutual execution and delivery by the Parties (each, a “SOW”).
Senior Advisor shall use best efforts in performing the Services in a professional and timely
manner, using the highest degree of skill, diligence and expertise.




2. COMPENSATION



NeuStar shall make payment to Senior Advisor for Services performed as set forth hereunder at the
rate set forth in the applicable SOW. In addition, when requested and authorized by NeuStar in
writing in advance, NeuStar shall reimburse Senior Advisor for reasonable travel expenses and other
reasonable costs incurred in providing his Services hereunder. NeuStar shall make such payment in
arrears within thirty (30) days of NeuStar’s receipt of Senior Advisor’s monthly invoice, which
shall include an itemized account of Services and reimbursable expenses, together with all original
receipts relating to the approved reimbursable expenses, if any, and a valid purchase order number
from NeuStar relating to the Services described on the invoice; provided that NeuStar shall not be
obligated to remit payment (a) if the invoice is not complete, or (b) for any portion of the
invoice which NeuStar disputes in good faith.



All invoices from the Senior Advisor shall be addressed as set forth below in this section:



NeuStar, Inc.

4600 Center Oak Plaza

Sterling, VA 20166

Attn: Accounts Payable




3. ADHERENCE TO SAFETY AND SECURITY REQUIREMENTS



Senior Advisor shall be responsible for observing NeuStar rules, regulations and policies
concerning NeuStar’s place of business (the “Premises”), including but not limited to safety
regulations and security requirements. Senior Advisor shall also work in harmony with NeuStar
employees, agents, contractors and other advisors. In the event that NeuStar determines that
Senior Advisor is failing to observe such rules or work in such manner, NeuStar may request that
Senior Advisor leave the Premises. Upon receipt of such request, Senior Advisor shall leave the
Premises promptly.




4. CONFIDENTIAL INFORMATION




     (a) In performing the Services, Senior Advisor may receive from NeuStar, or Senior Advisor
may observe, certain confidential and proprietary information. “Confidential Information”
means all information, whether of a technical, business or any other nature, disclosed in any
manner, whether verbally, electronically, visually or in a written or other tangible form, which is
either identified as



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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.





confidential or proprietary or which should be reasonably understood to be
confidential or proprietary in nature with respect to NeuStar, its affiliates or third parties.
Confidential Information shall also include (i) the terms and conditions of this Agreement
(including without limitation the nature and/or substance of the Services), and (ii) all
information or work product (including any deliverables) of any kind obtained or developed by
Senior Advisor as a result of the Services performed hereunder.



     (b) Confidential Information does not include any information that (i) is now or subsequently
becomes publicly available without breach of this Agreement, (ii) can be demonstrated to have been
lawfully known to Senior Advisor at the time of its receipt from NeuStar, (iii) is rightfully
received by Senior Advisor from a third-party who, to Senior Advisor’s knowledge, did not acquire
or disclose such information by a wrongful or tortious act, or (iv) can be shown by documentation
to have been independently developed by Senior Advisor without reference to any Confidential
Information.



     (c) Except as set forth in paragraph 4(e) below, Senior Advisor shall (i) keep NeuStar’s
Confidential Information in strict confidence, and (ii) not disclose any of NeuStar’s Confidential
Information to anyone without NeuStar’s prior written consent. Senior Advisor shall not use, or
permit others to use, Confidential Information for any purpose other than for performing the
Services.



     (d) Senior Advisor shall take all reasonable measures to avoid disclosure, dissemination or
unauthorized use of NeuStar’s Confidential Information, including, at a minimum, those measures
Senior Advisor takes to protect his own Confidential Information of a similar nature, which shall
not be less than the care a reasonable person would use under similar circumstances.



     (e) If required to disclose NeuStar’s Confidential Information pursuant to applicable federal,
state or local law, regulation, court order, or other legal process, Senior Advisor shall give
NeuStar prior written notice of such required disclosure and, to the extent reasonably possible,
give NeuStar an opportunity to contest such required disclosure at NeuStar’s expense.



     (f) Senior Advisor shall notify NeuStar immediately in the event Senior Advisor learns of any
unauthorized possession, use or knowledge of NeuStar’s Confidential Information or materials
containing such Confidential Information, and will cooperate with NeuStar in any proceeding against
any third parties necessary to protect NeuStar’s rights with respect to the Confidential
Information.



     (g) NeuStar, or the relevant third party, as the case may be, retains all right, title and
interest in and to its Confidential Information, including any intellectual property rights
thereof, and Senior Advisor shall have no rights, by license or otherwise, to use or disclose
Confidential Information except as otherwise expressly provided herein.



     (h) Disclosure or use of NeuStar’s Confidential Information in violation of this Agreement
could cause irreparable harm to NeuStar for which monetary damages may be difficult to ascertain or
are an inadequate remedy. Therefore, NeuStar shall have the right, in addition to its other rights
and remedies, to seek and obtain injunctive relief for any violation of this Agreement.



5. INTELLECTUAL PROPERTY




     (a) All right, title and interest in and to the intellectual property rights in the work
product developed hereunder hereby vests solely and exclusively in NeuStar. To the extent
possible, all work product shall be considered “work done for hire.” In no event shall this
Agreement grant by implication a license to any intellectual property rights, except as otherwise
expressly authorized and agreed. For the purposes of this Agreement, intellectual property rights
shall mean all those rights and interests, whether
by statute or under common law, relating to copyrights, patents, trademarks, trade secrets, or
any similar



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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.


rights. 


     (b) To the extent, if any, that ownership of the work product does not automatically vest in
NeuStar by virtue of this Agreement or otherwise, Senior Advisor hereby transfers and assigns to
NeuStar all rights, title and interest that Senior Advisor may have in and to any work product
developed under this Agreement. Senior Advisor shall assist and cooperate with NeuStar in all
reasonable respects and shall execute documents, give testimony and take further acts as reasonably
requested by NeuStar to acquire, transfer, maintain and enforce any intellectual property rights
and other legal protection for the work product.



6. LIMITATION OF LIABILITY



IN NO EVENT SHALL NEUSTAR BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR
CONSEQUENTIAL DAMAGES FOR ANY VIOLATIONS OF, OR CAUSES OF ACTION RELATING TO OR ARISING FROM, THIS
AGREEMENT, EVEN IF SENIOR ADVISOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
EVENT SHALL THE LIABILITY OF NEUSTAR UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID UNDER THIS
AGREEMENT.




7. TERMINATION




     (a) Either Party may terminate this Agreement, or any SOW, at its convenience upon written
notice of thirty (30) calendar days.



     (b) Either Party may terminate this Agreement, or any SOW, for a material breach by the other
Party of the terms and conditions of this Agreement or the relevant SOW, which breach has not been
cured within fourteen (14) calendar days after written notice of such breach to the breaching
Party, or if such breach is not capable of being cured within said cure period, then such
termination shall be effective upon receipt of the notice of termination by the breaching Party.



     (c) NeuStar may terminate this Agreement, or any SOW, upon written notice of ten (10) calendar
days, if NeuStar in good faith determines that any other employment or material consulting
activities undertaken or to be undertaken by Senior Advisor will materially interfere with Senior
Advisor’s ability to timely and adequately perform the Services hereunder (or thereafter they so
interfere) and Senior Advisor performs such activities (or does not cease such activities within 10
days) after being so notified.



     (d) Termination or expiration of this Agreement refers to the termination of all the Parties’
respective commitments and obligations hereunder from and after the date of termination, but does
not relieve the Parties of their obligations incurred prior to the date of termination or
expiration. The termination of this Agreement shall serve to terminate all existing SOWs. Unless
otherwise provided, termination or expiration of a SOW shall not operate to terminate this
Agreement or any other SOW.



     (e) Promptly upon termination or expiration, Senior Advisor shall inform NeuStar of the extent
to which performance has been completed through the date of termination or expiration, wind up his
work in a commercially reasonable manner, preserve items of value created prior to termination, and
deliver to NeuStar all work in progress. Senior Advisor shall not commit to any further
expenditure unless he first obtains NeuStar’s prior written approval.



     (f) Promptly upon termination or expiration, Senior Advisor shall invoice NeuStar all amounts
properly due and owing for the Services and deliverables delivered since the date of last invoice.



3









 





Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




Promptly upon termination or expiration, Senior Advisor shall return or dispose of all of NeuStar’s
Confidential Information in accordance with this Agreement or any applicable SOW.



8. REPRESENTATIONS



Senior Advisor hereby covenants to the following representations:




     (a) Senior Advisor shall act solely as an independent contractor, not as an employee or agent
of NeuStar.



     (b) The solicitation or receipt of any information, classified or unclassified, directly or
indirectly, from the U.S. or any foreign Government or any U. S. state or municipal government in
the course of performing this Agreement will be strictly in accordance with all laws and
regulations pertaining to the protection, possession, acquisition, and use of such information or
documents.



     (c) By executing this Agreement, Senior Advisor certifies that he has not been convicted of or
pleaded guilty to a federal offense involving fraud, corruption, or moral turpitude and is not now
listed by any federal or state agency as debarred, suspended, proposed for suspensions or
debarment, or otherwise ineligible for federal or state procurement programs. Senior Advisor
agrees to give prompt written notice to NeuStar in the event that, at any time during the term of
this Agreement, the above certification is no longer accurate.



     (d) During the term of this Agreement, Senior Advisor will not enter into any activity,
employment, or business arrangement that conflicts with NeuStar interests or Senior Advisor’s
obligations under this Agreement. Senior Advisor shall advise NeuStar of Senior Advisor’s position
with respect to any activity, employment, or business arrangement contemplated by Senior Advisor
that may be relevant to this paragraph. For this purpose, Senior Advisor agrees to disclose any
such plans to NeuStar prior to implementation.



9. TAXES



All amounts to be billed and paid by NeuStar hereunder are gross amounts. Senior Advisor shall be
responsible for satisfying all reporting and payment obligations relating to FICA, federal and
state income tax, unemployment compensation, withholding, and all other similar responsibilities.
Senior Advisor agrees to indemnify and hold NeuStar harmless from any liability as a result of
Senior Advisor’s failure to comply with this section. This section shall survive any termination
or expiration of this Agreement.




10. ASSIGNMENT



Except for assignments by NeuStar to its affiliates, neither Party may assign this Agreement or
delegate any obligations hereunder without the other Party’s prior written consent. Any attempted
assignment or delegation in violation of this Agreement shall be void.




11. RELATIONSHIP




     (a) The Parties are separate and independent legal entities, and independent contractors as to
each other. Nothing contained in this Agreement shall be deemed to constitute either Party an
agent, representative, partner, joint venturer or employee of the other for any purpose. Neither
Party has the authority to bind the other or to incur any liability on behalf of the other, nor to
direct the employees of the other.



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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



     (b) Senior Advisor shall be solely responsible for all matters relating to employment
including, without limitation, compliance with all applicable worker’s compensation, unemployment
compensation, medical, dental and disability insurance, and social security laws and all
withholding and all other federal, state, and local laws governing such matters. Except as
expressly provided in the Letter Agreement, dated May 5, 2008, by and between Senior Advisor and
NeuStar, Senior Advisor is not entitled to any
medical coverage, life insurance, participation in any NeuStar savings plan, stock incentive
plan or severance plan, or other benefits afforded to employees of NeuStar or NeuStar-affiliated
companies.



12. NO THIRD-PARTY BENEFICIARIES



This Agreement shall not be deemed to create any rights in third parties, including end users,
suppliers, licensors, licensees and customers of a Party, or to create any obligations of a Party
to any such third parties, or to give any right to either Party to enforce this Agreement on behalf
of a third party.




13. WAIVER & SEVERABILITY



Failure by either Party to enforce any term or condition of this Agreement will not be deemed a
waiver of future enforcement of that or any other term or condition. If any term of this Agreement
is held invalid or unenforceable for any reason, then the remainder of the provisions will continue
in effect as if this Agreement had been executed with the invalid portion eliminated.




14. SURVIVAL



In addition to any provisions specifically identified as such hereunder, any provision that
contemplates performance or observance subsequent to any termination or expiration of this
Agreement (in whole or in part) shall survive any termination or expiration of the Agreement (in
whole or in part, as applicable) and continue in full force and effect.




15. GOVERNING LAW



This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth
of Virginia, without regard to its principles of conflicts of laws.




16. CUMULATIVE REMEDIES



Except as otherwise expressly provided, all remedies provided for herein shall be cumulative and in
addition to and not in lieu of any other remedies available to either Party at law, in equity or
otherwise.




17. NOTICE



Any and all notices, communications and demands required or desired to be given hereunder by either
Party shall be in writing and shall be validly given or made if served personally or by overnight
delivery service or if deposited in the U.S. mail, certified or registered, postage prepaid, return
receipt requested. If such notice or demand is served personally, service shall be conclusively
deemed made on the same day (or if such day is not a business day, then the next business day); if
by an overnight delivery service, on the next business day; and if by registered or certified mail,
on the third business day after the day on which such notice was deposited in the U.S. mail. To be
effective, any service hereunder shall be addressed as set forth below:




	 	 	 	 	 	 	 	 	 
	 

	 	If to NeuStar:
	 	 	 	If to Senior Advisor:	 	 
	 

	 	 

NeuStar, Inc.
	 	 	 	 

Mark Foster
	 	 






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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.




	 	 	 	 	 	 	 	 	 
	 

	 	46000 Center Oak Plaza
	 	 	 	[* * *]	 	 
	 

	 	Sterling, VA 20166	 	 	 	 	 	 
	 

	 	Attn: General Counsel	 	 	 	 	 	 





A Party may from time to time change its address or designee for notice purposes by giving the
other prior written notice of the new address or designee and the date upon which it will become
effective.




18. AMENDMENT; CONFLICT



This Agreement shall not be modified except by a written amendment signed by the Parties. In the
event of a conflict between this Agreement and a particular SOW, this Agreement shall govern.



In witness whereof, the Parties have executed this Agreement on the date(s) written below.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	MARK FOSTER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	/s/ Mark Foster	 	 	Date: 	May 6, 2008	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEUSTAR, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	By:	 	/s/ Jeffrey A. Babka	 	 	Date: 	5/5/08	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Name: Jeffrey A. Babka	 	 
	 	 	Title: Senior Vice President and Chief Financial Officer	 	 






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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]”
and has been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.



Attachment A

TO SENIOR ADVISOR SERVICES AGREEMENT




Scope of Work for SOW #1

Senior Advisor: Mark Foster




This Statement of Work (“SOW”) is entered into by and between NeuStar, Inc. (“NeuStar”) and Mark
Foster (“Senior Advisor”) pursuant to the terms and conditions of the Senior Advisor Services
Agreement (“Agreement”), dated May 5, 2008, by and between NeuStar and Senior Advisor. Terms used
in this SOW that are not defined below or in the Agreement are defined in the context in which they
are used and have the meanings there stated.



Estimated Length of Project:




	 	 	 	 	 
	 

	 	Begin:
	 	May 7, 2008
	 

	 	End:
	 	N/A






Work Hours:



Minimum of 180 hours per calendar quarter

[* * *]




Rate of Pay:



$300 per hour plus reasonable expenses
[* * *]




All invoices from Senior Advisor shall be addressed as set forth below:


NeuStar, Inc.

46000 Center Oak Plaza

Sterling, VA 20166

Attn: Accounts Payable




Address of Senior Advisor:



Mark Foster

[* * *]




Description of Services:




Senior Advisor will [* * *]




Senior Advisor may [* * *]




Senior Advisor shall [* * *]




NeuStar Point of Contact (Hiring Manager):



Jeffrey E. Ganek, Chairman and Chief Executive Officer




NeuStar Division/Dep. Code:






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Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked
“[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant
to a Confidential Treatment Application filed with the Commission.




Purchase Order # (Required for Payment):




	 	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	AGREED TO AND ACCEPTED:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	MARK FOSTER	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	/s/ Mark Foster	 	Date:	 	May 6, 2008	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	NEUSTAR, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey A. Babka
 

	 	Date:
	 	5/5/08
 

	 	 
	 

	 	Name:
	 	Jeffrey A. Babka	 	 	 	 	 	 
	 	 	Title:	 	Senior Vice President and Chief Financial Officer	 	 







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